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Results of shareholders’ meetings in respect of the offer to Nedbank preference shareholders
NEDBANK LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1951/000009/06)
JSE share code: NBKP
ISIN: ZAE000043667
JSE alpha code: BINBK
(“Nedbank” or “the Company”)
RESULTS OF SHAREHOLDERS’ MEETINGS IN RESPECT OF THE OFFER TO NEDBANK PREFERENCE
SHAREHOLDERS TO ACQUIRE ALL, OR ALTERNATIVELY A PORTION OF, THEIR PREFERENCE
SHARES, TO BE IMPLEMENTED BY WAY OF A SCHEME OF ARRANGEMENT OR A STANDBY
GENERAL OFFER
Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the Circular dated Tuesday, 19 October 2021.
1. BACKGROUND
Nedbank shareholders (“Shareholders”) are referred to the announcements published on the Stock
Exchange News Service of JSE Limited (“SENS”) on Friday, 08 October 2021 and Tuesday, 19
October 2021, advising them that the board of directors of Nedbank had resolved to propose a
repurchase of all, or alternatively a portion of, the non-redeemable, non-cumulative, non-participating,
variable rate preference shares of Nedbank (“Preference Shares”) by way of two separate but
concurrent offers (“Proposed Repurchase”).
At the Scheme Meeting and the General Meeting, both held today, Friday, 19 November 2021, all the
resolutions to approve and give effect to the Scheme and the Standby Offer, if applicable, were passed
by the requisite majority of Shareholders, the details of which are set out below. The Proposed
Repurchase remains subject to the fulfilment of the suspensive conditions as contained in the Circular.
2. RESULTS OF THE MEETINGS
2.1. Details of the results of the Scheme Meeting
Resolution proposed Preference Shares Preference Shares Preference Shares Preference Shares
at the Scheme voted at the Scheme voted “For” resolution voted “Against” “Abstaining”
Meeting Meeting resolution
Number Percentage1 Number Percentage2 Number Percentage2 Number Percentage2
Special Resolution
Number 1: Approval of
the Scheme in terms 172 331 172 331
of sections 114(1)(c) 564 54,25% 564 100% - - - -
and 114(1)(e), read
with section 115(2)(a),
of the Companies Act
Notes:
1. Based on 317 633 380 Preference Shares, which is 358 277 491 Preference Shares in issue at the date of the
Scheme Meeting less 40 644 111 Preference Shares held in aggregate at the date of the Scheme Meeting by Nedbank
Group Limited, Nedgroup Insurance Company Limited and Nedgroup Life Assurance Company Limited and which
entities had agreed not to attend and not to vote at the Scheme Meeting.
2. Based on 172 331 564 Preference Shares voted at the Scheme Meeting.
2.2. Details of the results of the General Meeting
Resolution proposed Ordinary Shares voted Ordinary Shares voted Ordinary Shares voted Ordinary Shares
at the General at the General Meeting “For” resolution “Against” resolution “Abstaining”
Meeting
Number Percentage1 Number Percentage1 Number Percentage1 Number Percentage1
Special Resolution 28 066 100% 28 066 100% - - - -
Number 1: 479 479
Repurchase of
Preference Shares
from Prescribed
Officers in terms of
section 48(8)(a) of the
Companies Act as a
result of the Scheme
Special Resolution 28 066 100% 28 066 100% - - - -
Number 2: 479 479
Repurchase of
Preference Shares
from Prescribed
Officers in terms of
section 48(8)(a) of the
Companies Act as a
result of the Standby
Offer
Special Resolution 28 066 100% 28 066 100% - - - -
Number 3: Acquisition 479 479
of more than 5% of the
Preference Shares in
terms of section
48(8)(b), read with the
requirements of
sections 114 and 115,
of the Companies Act
in terms of the Scheme
Special Resolution 28 066 100% 28 066 100% - - - -
Number 4: Acquisition 479 479
of more than 5% of the
Preference Shares in
terms of section
48(8)(b), read with the
requirements of
sections 114 and 115,
of the Companies Act
in terms of the Standby
Offer
Ordinary Resolution 28 066 100% 28 066 100% - - - -
Number 1: Authority 479 479
Granted to Directors in
respect of Special
Resolution Numbers 1
to 4
Ordinary Resolution 28 066 100% 28 066 100% - - - -
Number 2: Authority 479 479
Granted to Directors in
respect of the Scheme
Resolution passed by
the Preference
Shareholders at the
Scheme Meeting
Notes:
1. Based on 28 066 479 Ordinary Shares in issue, and voted, at the date of the General Meeting.
3. IMPORTANT DATES AND TIMES
Shareholders are reminded of the following important dates and times applicable to the Proposed
Repurchase as set out in the Circular:
2021
Last date for Preference Shareholders who voted against the
Scheme Resolution to require Nedbank to seek Court approval for
the Scheme in terms of section 115(3)(a) of the Companies Act, if
the Scheme Resolution in terms of section 115(2)(a) of the
Companies Act was opposed by at least 15% of the voting rights
that were exercised Friday, 26 November
Last date for Preference Shareholders who voted against the
Scheme Resolution to be granted leave by a Court to apply for a Friday, 03 December
review of the Scheme in terms of section 115(3)(b) of the
Companies Act
Last date for Nedbank to give notice of adoption of the Scheme
Resolution in terms of section 164(4) of the Companies Act to the
Preference Shareholders who delivered written notices to
Nedbank objecting to the Scheme Resolution in accordance with
section 164 of the Companies Act and have neither withdrawn that
notice nor voted in support of the Scheme Resolution Friday, 03 December
If no Preference Shareholders exercise their rights in terms of
section 115(3) of the Companies Act
TRP compliance certificate delivered in terms of section 121(b)(i)
of the Companies Act Friday, 03 December
If the Scheme Resolution is duly approved by Preference
Shareholders at the Scheme Meeting, no Preference
Shareholders exercise their rights in terms of section 115(3)
of the Companies Act and all other Scheme Conditions
Precedent are fulfilled (or waived, where such conditions are
capable of waiver):
Scheme Finalisation Date announcement expected to be released
on SENS by 11h00 on Monday, 06 December
Scheme Finalisation Date announcement expected to be
published in the South African press on Tuesday, 07 December
Expected Scheme last day to trade Preference Shares in order for
Preference Shareholders to be recorded in the Register on the
Scheme Record Date to receive the Scheme Consideration Monday, 13 December
Expected suspension of listing of Preference Shares from the Main
Board of the JSE at commencement of trading Tuesday, 14 December
Last day to deliver Form of Surrender (pink) in respect of the
Scheme and Documents of Title (in order to receive the Scheme
Consideration on the Scheme Operative Date) to be received by
the Transfer Secretaries, which is expected to be by 12h00 on Friday, 17 December
Expected Scheme Record Date, being the date and time on which
Preference Shareholders must be recorded in the Register to
receive the Scheme Consideration, which is expected to be by
17h00 on Friday, 17 December
Expected Scheme Operative Date Monday, 20 December
Dematerialised Scheme Participants expected to have their
accounts held at their CSDP or Broker debited with the Scheme
Shares and credited with the Scheme Consideration Monday, 20 December
Expected date of settlement of the Scheme Consideration to be
paid electronically to Certificated Scheme Participants (if the Form
of Surrender (pink) in respect of the Scheme and Documents of
Title are received by the Transfer Secretaries by 12h00 on the
Scheme Record Date) Monday, 20 December
Expected Delisting of the Preference Shares on the Main Board of
the JSE at the commencement of trade Tuesday, 21 December
If the Scheme Conditions Precedent are not fulfilled (or
waived, where such conditions are capable of waiver) and the
Scheme does not become operative, the Standby Offer
Conditions Precedent are fulfilled (or waived, where such
conditions are capable of waiver):
The Standby Offer Finalisation Date announcement expected to
be released on SENS on Monday, 06 December
The Standby Offer Finalisation Date announcement expected to
be published in the South African press on Tuesday, 07 December
Expected Standby Offer last day to trade Preference Shares in
order for Eligible Shareholders to be recorded in the Register on Monday, 13 December
the Standby Offer Record Date to participate in the Standby Offer
and thereby receive the Standby Offer Consideration
Preference Shares trade “ex” the right to participate in the Standby
Offer on Tuesday, 14 December
Expected Standby Offer Record Date to determine who is eligible
to participate in the Standby Offer and thereby receive the Standby
Offer Consideration Friday, 17 December
Expected Standby Offer Closing Date at 12h00 on Friday, 17 December
Results of the Standby Offer released on SENS on Monday, 20 December
Expected date of settlement of the Standby Offer Consideration to
be paid electronically to Certificated Standby Offer Participants
who accepted the Standby Offer (if the Form of Acceptance and
Surrender (yellow) in respect of the Standby Offer and Documents
of Title are received by the Transfer Secretaries on or before
12h00 on the Standby Offer Closing Date) Monday, 20 December
Dematerialised Standby Offer Participants expected to have their
accounts held at their Broker or CSDP debited with the Standby
Offer Shares and credited with the Standby Offer Consideration on Monday, 20 December
Results of the Standby Offer published in the South African press
on Tuesday, 21 December
Expected termination of listing of those Preference Shares
repurchased in terms of the Standby Offer on the Main Board of
the JSE at the commencement of trade on Tuesday, 21 December
Notes:
1. All dates and times above and quoted generally in this announcement are South African dates
and times, unless otherwise stated.
2. These dates and times are subject to amendment by Nedbank (and, to the extent necessary, the
JSE, the TRP and other regulatory authorities). The dates have been determined based on
certain assumptions, including, but not limited to, the date by which Shareholder and regulatory
approvals will be obtained, that no Court approval or review of the Scheme Resolution will be
required and that no delay will occur in the fulfilment of the Scheme Conditions Precedent. Any
such amendment of the dates and times will be released on SENS and published in the South
African press.
3. Preference Shareholders are reminded that Preference Shares can be traded in Dematerialised
form only. It is therefore suggested that Certificated Preference Shareholders on the Register
Dematerialise their Preference Shares prior to the last day to trade Preference Shares to receive
either the Scheme Consideration or the Standby Offer Consideration, as the case may be,
expected to be Monday, 13 December 2021.
4. For the purpose of being eligible to participate in the Scheme, no Dematerialisation or re-
materialisation of Preference Shares may take place after the last day to trade Preference
Shares for the Scheme. For the purpose of being eligible to participate in the Standby Offer, no
Dematerialisation or re-materialisation of Preference Shares may take place from the date the
Preference Shares trade “ex” the right to participate in the Standby Offer to the Standby
Offer Record Date, both days inclusive.
4. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility for the
accuracy of the information contained in this announcement and certify that, to the best of their
knowledge and belief, such information is true, and that this announcement does not omit any facts that
would make any of the information false or misleading or would be likely to affect the importance of any
information contained in this announcement. The Independent Board and the Board have made all
reasonable enquiries to ascertain that no facts have been omitted and that this announcement contains
all information required by law.
Johannesburg
19 November 2021
INVESTMENT BANK, CORPORATE ADVISOR AND SPONSOR
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
INDEPENDENT TRANSACTION SPONSOR
Investec Bank Limited
LEGAL ADVISOR
Edward Nathan Sonnenbergs Incorporated
TRANSFER SECRETARY
JSE Investor Services Proprietary Limited
Date: 19-11-2021 02:03:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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